EXCLUSIVE DISTRIBUTION AGREEMENT

No. .. Date
I.

Agreement parties

1. STORO

with
the
registered
office
in
,
registrated at .. having account tranfer number .
opened at, existing and operating appropriate with the state
legislation, representing by , with job of
.., citizen . , owner of identity card/passport
..
,
in
position
of
SELLER,

and

2. SONNEN MARKETINGBERATUNG S.R.L., with the registered office in Romania,

district Timi, city Timioara, street Take Ionescu no. 46 B, sc. C, ap. 33, room
2,havind the matriculation number in the Trade Register J35/2102/2014, CUI
33566201, having account transfer number .. opened at
. existnd i funcionnd potrivit legislaiei statului romn,
represented by Mr. Nicolae-Ciprian MILITARU, in position of administrator,
Romanian citizen, identified by ID Card Series No. 773461 liberated by SPCLEP
Timioara on 21.09.2009, CNP 1790401013529, in position of DISTRIBUTOR,
They agreed to conclude this
following terms:

II.

exclusive distribution agreement, in the

SCOPE OF THE AGREEMENT

1. The seller is obliged to pruduce and to market the products provided in

Annex no. in the following agreement, granting the distributor with the
exclusivity of opening these products in territory.
On this purpose, seller/producer will provide the distributor n mod continually,
during the agreement.
2. The distributor is obliged to dissolve the products listed in Annex and in the
following agreement, shall use its best efforts to promote the sale and shall
pursue the segments growth on the market.
The distributorl will purchase the products listed in Annex no. . from the
following agreement, exclusively from the seller.
III.

Terms:
PRODUCTS, TERRITORY

1. By products, the agreement parties understand all products mentioned in

Annex no. . At the following agreement.
2. By territory, the agreement parties understand the geographical area located???
/ entire surface ., in wich the distributor will resell the products
purchased from the seller.

IV.

DURATION OF AGREEMENT

1. The contract is concluded for a period of 3 years, begining with the date of
.. until the date of ../ signing of this agreement.
2. The agreement parties may agree to extend the following agreement, by
concluding an additional act, written and signed by the both parties.
V.

MINIMUM AMOUNT OF PRODUCTS

1. The distributor is obliged to purchase the products on the entire duration of the
agreement
,
in
stages
(months
instalments
/
quarterly
/
half-yearly
etc.):

producst listed in Annex no. . from the following
contract.
Amount/minimum total value of products purchased by the distributor shall be:
.
OR
The amount of required products to the distributor will be determined by
additional act , depending on the requirements market.
2. In case the products dont sell, the amount refferred at point V.1.
from the following agreement may be ammended numai only by written agreement
of the parties.
In case the products dont sell, after the parties have agreeded smaller amounts,
the seller/distributor has the right to terminate this agreement with the condition of
prior notification to the seller /distributor and providing notice of at least
days.
VI.

TRANSPORT OF THE PRODUCTS

1. The transport of the products will be realised through the transport company .
and the price of the transport will be borned by
VII.

THE PRICE OF AGREEMENT

1. The prices of the products are listed in Annex no. . From the following
agreement and prices are ex-warehouse prices . . The prices
include excises, customs duty, value added tax, expense of transport, shipment,
loading, unloading.
2. The prices can be amended only by written agreement of the parties. Any of the
parties who solicits the changing of the price, is binding to notify first the other
partie by giving a notice of .. days.
VIII.

PAYMENT

1. The distributor is obliged to pay the seller the purchased products, as follows:
- Payment date: .

- Payment place: ..
- Mode of payment: .
IX.

COMPLAINTS

1. If the distributor after taking the products, establish quantitative or qualitative

deviations from the agreement, caused by hidden vices or any other causes
generate by the negligence of the seller, has the right to reclame malfunctions
noticed.

2. The complaint shall be made in writing within, .. days of awareness.

3. The products that are making the complaints object will be kept in storaget for a
period of . days or until the fixing mode of canceling
decision and signed by between the parties.

care of the written

4. The agreement parties will agree in writing if the complaint does affect or not
the continuity of the products supplies.
X.

OBLIGATIONS OF THE CONTRACTING PARTIES

1. The distributor is obliged:

a) To purchase products exclusivly from the seller set out in Annex no or in the
following agreement on performance period of this agreement/ for a period of 3
years or until the termination of this contract;
b) To purchase the products from the seller and to unrevale through resaling in its
own name and account;
c) The distributor is obliged to communicate the seller any received ofert during the
performance of the following agreement on identical products and/or similar to
those covered by this agreement from third parties;
d) Not to act in the sellers name and not to create obligations in its charge;
e) To send the seller, montly until. of each month, chart that includes sales
volume, stock products, necessary products, etc.;
The provision should be inserted here Inform about RO cold chain market,
monthly report about actual cases (name, estimated turn-over)
f) To ensure, in the territory, on its own expense/sellers, commercial/advertising of
the purchased products form the seller;
g) To participate, on its expense/sellers, at fairs and exhibitions wich are helded in
the teritory, on purpose of promoting products;
h) To provide free services for buyers purchased items, as required in section .
From the following agreement, otherwise, the seller can terminate the agreement
without the intervention of the courts;
i)

To pay the seller the equivalent of the purchased products, as required in section
VIII from this agreement, otherwise, the seller having

j)

To provide the products buyers same guarentees wich has received from the
seller.

2. The seller is obliged:

a) To adjust exclusiveness to the distributor and not to name another distributor on
the entire duration of the agreement, on the established territory, for the products
listed in Annex no and in this agreement;
b) To communicate the distributor any tender request or order derived from the
third parties situated on the territory on wich the distributor operates;
c) To put free on the distributors dispositon , catalogs, prospects, samples and other
promotional materials to promote products;
d) To return the distributor the incurred expenses by the assured service for the
products that are included in this agreement;
e) To deliver the ordered products by the distributor in the quantity,quality and time,
that he has requested the documents;
f) To submit unbind documentation of products for the distributo (economic, tehnical
information etc.);
g) To provide, on the sellers expense, specialists in the personal training for the
distributor for sale, service etc.;
h) To communicate the distributor the list with the materials, tools, consumables,
spare sparts, subassembles required fot the service;
i)
j)

inform about product news and market information RO / prices on distributor

basis
to inform the distributor about the new products and informations the Romanian
market / distributor basic prices.

k) To ensure the sold products, the warranty terms are those provided in annex no.
from this contract.
XI.

RIGHTS EARNED BY THE DISTRIBUTOR DURING THE AGREEMENT

1. The seller sends to the distributor the right of possesing, throughout duration of
the
agreement,the
following
trademarks/factory:
.
These brands are and remain the exclusive property of the seller.
2. Right of possesing referred to in section
ends in the same time with the agreement.

XI.1.

from

this

agreement

3. The distributor will use these brands only for the the products that are making the
object of this agreement and only for the advertising and exhibitions related to
these products.
4. The distributor doesnt acquire any ownership regarding to these products.
5. In case of violation in the territory of the industrial ownership belonging to third
parties and due to the way of the products saling by the distributor, the liability to

devolve upon the seller who will compensate the distributor for the losses
suffered.
XII.

NON-COMPETITION-CLAUSE

1. The distributor agrees not to represent other sellers whom are selling the same
products and/or similar to those covered by this contract
2. The distributor agrees not to produce or to sell identical products and/or similar to
those covered by this agreement.
3. The seller understand not to provide/sell identical products and/or similar to those
covered by this agreement to other third parties operating in the same territory as
the ditributor.
XIII.

TERMS OF VALIDITY

1. Total or partial cancellation of the agreement terms has no effect on already

existing
obligations
between
the
parties.
The provisions of the preceding paragrapf are not capable of removing the liability
of the partie that by his fault the agreement canceled.
2. If one or more clauses of this agreement will be declared void, the valid
clause/clauses will still produce effects unless the clause/clauses void represents
an essential obligation or the parties decide the termination of this egreement
throught written and sighed agreement.
3. In the previous paragraph the conditions are considered esential the following
obligations: .. .
XIV.

THE TRANSFER OF THE AGREEMENT

1. The contracting parties will not be able to transfer its rights and obligations to a
third party , only with the express consent given in writing by the tranferor.
2. The agreement reffered to in the preceding paragraph shall be communicated by
the tranferor within .days after the grantor asked this agreement,otherwise it
is presumed the the tranferor doar not approve the cession contract.
XV.

MAJEURE FORCE

1. None of the parties are resbonsable for the non-execution time and/or improper
execution-total or partial-of any obligation imposed from this agreement,if the
non-execution or the improper execution of that obligation was caused by majeure
force,as it is defined by law.
2. The party claiming majeure force must notify the other party,within (days,
hours), producing the event and to take all possible measures to limit the
consequences.
3. If within.. (days, hours) from production,the event continues,parties have
the right to notify the termination of this contract without any of them to pretend
damages ,but they have the duty to honor all obligations imposed by this date.
XVI.

PENALTY CLAUSE

1. If one party does not accomplish the obligations or accomplish them improperly is
binding to pay damages to the other part in the amount of , as
it follows: .

XVII.

PRIVACY STATEMENT

1. The parties are binding to keep the confidentiality of data,informations and

documents wich they will hold following the execution of the terms of this
agreement,both during the course of this agreement and after its termination.
2. In case of inobservance of the pre-mentioned clause,the guilty party shall pay
damages in the amount ..
XVIII.

THE NOTIFICATIONS BETWEEN PARTIES

1. For the purpose of the parties,any notification to either party is valid only if it will
be sent to headyuarters provided in the intoductory part of this agreement.

2. If the notification is sent by mail,it will be sent by registered letter

withacknowledgment of receipt and is considered received by the addressee on
the date mentioned by the post office.

3. If the notice is sent by telex or telefax,it is considered received on the first

working date following the day on which it was sent.
4. Verbal notifications are not taken into account by either party,if not confirmed
through one of the ways reffered in the precedings paragraphs.
XIX.

SETTLEMENT OF DISPUTES

1. The parties agreed that all the disputes concernig the validity of this agreement or
the arising from the interpretation,performance or termination shall be settled
amicable by their representors.
2. Where it is not possible to resolve disagreements amicable,they will be submitted
to the Court of International Commercial Arbitration attached to the Chamber of
Commerce and Industry of Romania,according to its rules/courts belongings to the
state. .
XX.

TERMINATION OF THE CONTRACT

1. This agreement terminates by operation of law,without the need of intervention by

a/an arbitral tribunal/court,where:
a) One of the party fails to perform one of the essential obligation listed at section.
, from this contract;
b) turnover estimation during the contract period: 30.000 / 60.000 / 80.000
The minimum turnover does nor reach the amount of:
-

30.000 euros in first year of contract;

60.000 euros in second year of contract;
80.000 euros in third year of contract;

c) One party is declared in inability occurence or it has been released the liquidation
precedure (banktrupcy) before the begining of executing this contract;
d) One party transfers the rights and obligations from this contract without the
agreement of the other;

e) One party violates any of its obligations,after being warned by written notice by
the other party, that a new violation, will result in termination/cancellation of this
agreement.
f) One party , within .. days from the receiving the notification in wich has been
noticed that he didnt executed or is executing inapropriate any obligation.

2. The party who invoke a termination cause of the following agreement shall notify
the other part, at least days before the date in wich termination is taking
effect.

3. Termination of this contract will have no effect on already existing obligations

between the contracting parties.

4. The provisions of this chapter shall not eliminate the liability of the guilty party for
the termination of the agreement.

XXI.

FINAL CLAUSES

1. This agreement was concluded in Romanian in a number of . copies, from

wich .., today . , the date of its signing.

SELLER
STORO
By Mr.

DISTRIBUTOR
SONNEN MARKETINGBERATUNG S.R.L.
By Mr. Nicolae-Ciprian MILITARU
As administrator